SEC Filings

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EMPLOYEE STOCK OWNERSHIP GUIDELINES
Following the Offering, the Company will adopt stock ownership guidelines for
its executive officers and key employees (the "Covered Employees"). These
guidelines will require Covered Employees to maintain certain specified levels
of stock ownership based on a multiple of their annual compensation levels.
Compliance with such guidelines will be phased in over two, four or six years,
depending on the position of the Covered Employee. Failure to maintain such
ownership will disqualify the Covered Employee from participating in the
Company's option grant program.
STOCK COMPENSATION PROGRAM
The Predecessor Partnerships maintained a bonus compensation plan for
employees whose targeted annual compensation exceeded $100,000 (the "Bonus Plan
Employees"). Under such plan, Bonus Plan Employees were paid a percentage of
their total compensation in the form of limited partnership interests in the
Employee Partnerships. Following the Offering, the Company intends to adopt a
stock compensation program designed to continue the equity participation
emphasis of the earlier plan and to facilitate compliance with the Company's
equity ownership guidelines (the "Stock Compensation Program"). Under the Stock
Compensation Program, each employee of the Company whose targeted annual
compensation equals or exceeds $100,000 (the "New Plan Employees") may apply a
specified percentage of his or her annual compensation on a tax-deferred basis
toward Common Stock or, at the direction of the employee, for other
applications made available by the administrator. If a New Plan Employee elects
to be credited with Common Stock, the total amount credited in Common Stock
(the "Allocation") will be increased by a percentage (the "Equity Enhancement")
sufficient to represent a 15% discount from the fair market value of Common
Stock. The number of shares issued in respect of the Allocation and the Equity
Enhancement will be based on the fair market value of Common Stock when
credited. Shares credited to New Plan Employees which are attributable to the
Allocation will be fully vested on the date of grant and shares attributable to
the Equity Enhancement will vest on the third anniversary of the date of grant.
The shares of Common Stock used for the Stock Compensation Program will be
shares which have or may be acquired by the Company in the open market, in
private transactions or otherwise.
EMPLOYMENT AGREEMENT
In April 1997, the Company entered into an employment agreement with Ms.
Galbreath as Chairman and Chief Executive Officer of Galbreath/LaSalle
Development Company (the "Employment Agreement"). The term of the Employment
Agreement is for the period from April 22, 1997 to December 31, 1997. The
Employment Agreement provides for a base salary and target bonus for calendar
year 1997 of $200,000 and $300,000, respectively, each to be pro-rated to
reflect the term of the agreement. Ms. Galbreath's bonus shall be determined by
the Company based on criteria used to determine the bonuses of other members of
management of the Company, and shall be payable in cash and Common Stock. In
addition, the Employment Agreement provides that Ms. Galbreath may terminate
her employment at any time, and that the Company may terminate her employment
under certain limited circumstances. The agreement further provides that,
commencing January 1, 1998, Ms. Galbreath's employment with the Company shall
continue subject to mutual agreement of the Company and Ms. Galbreath from time
to time, provided that the Company shall be obligated to pay to Ms. Galbreath a
separation payment equal to six months of her base salary if her employment is
terminated prior to December 31, 1998 for reasons other than as set forth in
the Employment Agreement.
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